Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 02, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | LTC PROPERTIES INC | |
Entity Central Index Key | 0000887905 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 39,738,695 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Investments: | ||
Land | $ 125,898 | $ 125,358 |
Buildings and improvements | 1,313,952 | 1,290,352 |
Accumulated depreciation and amortization | (322,535) | (312,959) |
Operating real estate property, net | 1,117,315 | 1,102,751 |
Properties held-for-sale, net of accumulated depreciation: 2019—$1,916; 2018—$1,916 | 3,830 | 3,830 |
Real property investments, net | 1,121,145 | 1,106,581 |
Mortgage loans receivable, net of loan loss reserve: 2019—$2,461; 2018—$2,447 | 244,314 | 242,939 |
Real estate investments, net | 1,365,459 | 1,349,520 |
Notes receivable, net of loan loss reserve: 2019—$198; 2018—$128 | 19,558 | 12,715 |
Investments in unconsolidated joint ventures | 27,515 | 30,615 |
Investments, net | 1,412,532 | 1,392,850 |
Other assets: | ||
Cash and cash equivalents | 6,715 | 2,656 |
Restricted cash | 2,108 | 2,108 |
Debt issue costs related to bank borrowings | 2,775 | 2,989 |
Interest receivable | 22,176 | 20,732 |
Straight-line rent receivable, net of allowance for doubtful accounts: 2019—$0; 2018—$746 | 42,455 | 73,857 |
Lease incentives | 2,263 | 14,443 |
Prepaid expenses and other assets | 5,342 | 3,985 |
Total assets | 1,496,366 | 1,513,620 |
LIABILITIES | ||
Bank borrowings | 146,900 | 112,000 |
Senior unsecured notes, net of debt issue costs: 2019—$900; 2018—$938 | 528,900 | 533,029 |
Accrued interest | 4,193 | 4,180 |
Accrued expenses and other liabilities | 28,220 | 31,440 |
Total liabilities | 708,213 | 680,649 |
Stockholders’ equity: | ||
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2019—39,739; 2018—39,657 | 397 | 397 |
Capital in excess of par value | 862,376 | 862,712 |
Cumulative net income | 1,233,302 | 1,255,764 |
Cumulative distributions | (1,316,314) | (1,293,383) |
Total LTC Properties, Inc. stockholders’ equity | 779,761 | 825,490 |
Non-controlling interests | 8,392 | 7,481 |
Total equity | 788,153 | 832,971 |
Total liabilities and equity | $ 1,496,366 | $ 1,513,620 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Properties held-for-sale, accumulated depreciation | $ 1,916 | $ 1,916 |
Mortgage loans receivable, loan loss reserve | 2,461 | 2,447 |
Notes receivable, loan loss reserve | 198 | 128 |
Straight-line rent receivable, allowance for doubtful accounts | $ 0 | $ 746 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000 | 60,000 |
Common stock, shares issued | 39,739 | 39,657 |
Common stock, shares outstanding | 39,739 | 39,657 |
Senior Unsecured Notes | ||
Debt issue costs, net | $ 900 | $ 938 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Rental income | $ 28,024,000 | |
Rental income | $ 34,505,000 | |
Interest income from mortgage loans | 7,311,000 | 6,816,000 |
Interest and other income | 521,000 | 489,000 |
Total revenues | 35,856,000 | 41,810,000 |
Expenses: | ||
Recovery of written-off straight-line rent receivable | (9,600,000) | |
Interest expense | 7,467,000 | 7,829,000 |
Depreciation and amortization | 9,607,000 | 9,444,000 |
Provision for doubtful accounts | 83,000 | 8,000 |
Transaction costs | 4,000 | |
Property tax expense | 4,386,000 | |
General and administrative expenses | 4,571,000 | 4,797,000 |
Total expenses | 16,514,000 | 22,082,000 |
Operating income | 19,342,000 | 19,728,000 |
Income from unconsolidated joint ventures | 1,085,000 | 631,000 |
Net income | 20,427,000 | 20,359,000 |
Income allocated to non-controlling interests | (81,000) | |
Net income attributable to LTC Properties, Inc. | 20,346,000 | 20,359,000 |
Income allocated to participating securities | (92,000) | (88,000) |
Net income available to common stockholders | $ 20,254,000 | $ 20,271,000 |
Earnings per common share: | ||
Basic (in dollars per share) | $ 0.51 | $ 0.51 |
Diluted (in dollars per share) | $ 0.51 | $ 0.51 |
Weighted average shares used to calculate earnings per common share: | ||
Basic (in shares) | 39,532 | 39,451 |
Diluted (in shares) | 39,874 | 39,454 |
Dividends declared and paid per common share (in dollars per share) | $ 0.57 | $ 0.57 |
Comprehensive Income: | ||
Net income | $ 20,427,000 | $ 20,359,000 |
Comprehensive income | $ 20,427,000 | $ 20,359,000 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Parent | Common Stock | Capital in Excess of Par Value | Cumulative Net Income | Cumulative Distributions | Non-controlling Interests | Total |
Balance at beginning of period at Dec. 31, 2017 | $ 755,160,000 | $ 396,000 | $ 856,992,000 | $ 1,100,783,000 | $ (1,203,011,000) | $ 3,488,000 | $ 758,648,000 |
Balance (in shares) at Dec. 31, 2017 | 39,570,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,578,000) | (22,578,000) | (22,578,000) | ||||
Issuance of restricted stock (in shares) | 82,000 | ||||||
Stock option exercises | 123,000 | 123,000 | $ 123,000 | ||||
Stock option exercises (in shares) | 5,000 | 5,000 | |||||
Stock-based compensation expense | 1,376,000 | 1,376,000 | $ 1,376,000 | ||||
Net income | 20,359,000 | 20,359,000 | 20,359,000 | ||||
Other | (1,065,000) | (1,065,000) | (1,065,000) | ||||
Other (in shares) | (28,000) | ||||||
Balance at end of period at Mar. 31, 2018 | 753,375,000 | $ 396,000 | 857,426,000 | 1,121,142,000 | (1,225,589,000) | 3,488,000 | 756,863,000 |
Balance (in shares) at Mar. 31, 2018 | 39,629,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,590,000) | (22,590,000) | (22,590,000) | ||||
Issuance of restricted stock | (8,000) | (8,000) | (8,000) | ||||
Issuance of restricted stock (in shares) | 9,000 | ||||||
Stock-based compensation expense | 1,521,000 | 1,521,000 | 1,521,000 | ||||
Net income | 68,936,000 | 68,936,000 | 68,936,000 | ||||
Non-controlling interests contribution | 1,081,000 | 1,081,000 | |||||
Other | (107,000) | (107,000) | (107,000) | ||||
Other (in shares) | (3,000) | ||||||
Balance at end of period at Jun. 30, 2018 | 801,127,000 | $ 396,000 | 858,832,000 | 1,190,078,000 | (1,248,179,000) | 4,569,000 | 805,696,000 |
Balance (in shares) at Jun. 30, 2018 | 39,635,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,600,000) | (22,600,000) | (22,600,000) | ||||
Proceeds from common stock issued, net of issuance costs | 929,000 | $ 1,000 | 928,000 | 929,000 | |||
Proceeds from common stock issued, net of issuance costs (in shares) | 22,000 | ||||||
Stock-based compensation expense | 1,487,000 | 1,487,000 | 1,487,000 | ||||
Net income | 34,920,000 | 34,920,000 | 17,000 | 34,937,000 | |||
Non-controlling interests contribution | 2,882,000 | 2,882,000 | |||||
Non-controlling interest distributions | (17,000) | (17,000) | |||||
Other | (21,000) | (21,000) | (21,000) | ||||
Balance at end of period at Sep. 30, 2018 | 815,842,000 | $ 397,000 | 861,226,000 | 1,224,998,000 | (1,270,779,000) | 7,451,000 | 823,293,000 |
Balance (in shares) at Sep. 30, 2018 | 39,657,000 | ||||||
Equity activity | |||||||
Common stock cash distributions | (22,604,000) | (22,604,000) | (22,604,000) | ||||
Stock-based compensation expense | 1,486,000 | 1,486,000 | 1,486,000 | ||||
Net income | 30,766,000 | 30,766,000 | 78,000 | 30,844,000 | |||
Non-controlling interest distributions | (48,000) | (48,000) | |||||
Balance at end of period at Dec. 31, 2018 | 825,490,000 | $ 397,000 | 862,712,000 | 1,255,764,000 | (1,293,383,000) | 7,481,000 | 832,971,000 |
Balance (in shares) at Dec. 31, 2018 | 39,657,000 | ||||||
Equity activity | |||||||
Cumulative effect of the adoption of the ASC 842 | (42,808,000) | (42,808,000) | (42,808,000) | ||||
As Adjusted Balance at January 1, 2019 | 782,682,000 | $ 397,000 | 862,712,000 | 1,212,956,000 | (1,293,383,000) | 7,481,000 | 790,163,000 |
Common stock cash distributions | (22,931,000) | (22,931,000) | (22,931,000) | ||||
Common stock cash distributions (in shares) | 48,000 | ||||||
Issuance of restricted stock | (1,000) | (1,000) | (1,000) | ||||
Issuance of restricted stock (in shares) | 78,000 | ||||||
Stock-based compensation expense | 1,689,000 | 1,689,000 | 1,689,000 | ||||
Net income | 20,346,000 | 20,346,000 | 81,000 | 20,427,000 | |||
Non-controlling interests contribution | 919,000 | 919,000 | |||||
Non-controlling interest distributions | (89,000) | (89,000) | |||||
Other | (2,024,000) | (2,024,000) | (2,024,000) | ||||
Other (in shares) | (44,000) | ||||||
Balance at end of period at Mar. 31, 2019 | $ 779,761,000 | $ 397,000 | $ 862,376,000 | $ 1,233,302,000 | $ (1,316,314,000) | $ 8,392,000 | $ 788,153,000 |
Balance (in shares) at Mar. 31, 2019 | 39,739,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF EQUITY | |||||
Dividends paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
OPERATING ACTIVITIES: | ||||
Net income | $ 20,427 | $ 30,844 | $ 68,936 | $ 20,359 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 9,607 | 9,444 | ||
Stock-based compensation expense | 1,689 | 1,376 | ||
Income from unconsolidated joint ventures | (1,085) | (631) | ||
Income distributions from unconsolidated joint ventures | 1,105 | 543 | ||
Straight-line rental income | (1,238) | (3,440) | ||
Adjustment for collectibility | 1,926 | |||
Lease incentives funded | (380) | |||
Amortization of Lease Incentives | 87 | 540 | ||
Provision for doubtful accounts | 83 | 8 | ||
Non-cash interest related to contingent liabilities | 126 | |||
Other non-cash items, net | 252 | 323 | ||
Increase in interest receivable | (1,444) | (1,406) | ||
Increase (decrease) in accrued interest payable | 13 | (1,162) | ||
Net change in other assets and liabilities | (4,635) | (4,107) | ||
Net cash provided by operating activities | 26,787 | 21,593 | ||
INVESTING ACTIVITIES: | ||||
Investment in real estate properties | (15,971) | |||
Investment in real estate developments | (6,957) | (8,591) | ||
Investment in real estate capital improvements | (259) | (534) | ||
Capitalized interest | (260) | (259) | ||
Proceeds from sale of real estate, net | 225 | |||
Investment in real estate mortgage loans receivable | (1,454) | (9,610) | ||
Principal payments received on mortgage loans receivable | 65 | 37 | ||
Investments in unconsolidated joint ventures | (293) | (380) | ||
Proceeds from payoff of joint venture agreements | 3,400 | |||
Advances and originations under notes receivable | (6,953) | |||
Principal payments received on notes receivable | 41 | |||
Net cash used in investing activities | (28,416) | (19,337) | ||
FINANCING ACTIVITIES: | ||||
Bank borrowings | 36,900 | 24,000 | ||
Repayment of bank borrowings | (2,000) | |||
Principal payments on senior unsecured notes | (4,167) | (4,166) | ||
Stock option exercises | 123 | |||
Distributions paid to stockholders | (22,931) | (22,578) | ||
Distributions paid to non-controlling interests | (90) | |||
Other | (2,024) | (1,064) | ||
Net cash provided by (used in) financing activities | 5,688 | (3,685) | ||
Increase (decrease) in cash, cash equivalents and restricted cash | 4,059 | (1,429) | ||
Cash, cash equivalents and restricted cash, beginning of period | 4,764 | $ 3,784 | 5,213 | |
Cash, cash equivalents and restricted cash, end of period | 8,823 | $ 4,764 | 3,784 | |
Supplemental disclosure of cash flow information: | ||||
Interest paid | 7,202 | $ 8,669 | ||
Non-cash investing and financing transactions: | ||||
Right of use asset | 1,445 | |||
Lease liability | 1,445 | |||
Contribution from non-controlling interests | $ 919 |
General
General | 3 Months Ended |
Mar. 31, 2019 | |
The Company | |
General | 1. LTC Properties, Inc., a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision-making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), assisted living communities (“ALF”), independent living communities (“ILF”), memory care communities (“MC”) and combinations thereof. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment. We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results for a full year. No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. Restricted Cash. During the third quarter of 2017, a 170-bed skilled nursing center in our portfolio was evacuated due to damages caused by Hurricane Harvey. This property is located in Texas and operated under a triple net master lease agreement. We periodically evaluate properties for impairment when events or changes in circumstances indicate that the asset may be impaired or the carrying amount of the asset may not be recoverable through future undiscounted cash flows. Based upon a quarterly assessment of this property using the recoverability test, we concluded the property has not been impaired. As of March 31, 2019, the gross value and the carrying value of the property were $1,796,000 and $896,000 respectively. The provisions of our triple net lease agreements impose certain obligations on our operators including: · Acquire property insurance, subject to certain criteria; · Continue paying rent in the event of any property damage or destruction; and · Return the leased property back to us at the end of the lease term, in the same condition originally received. During the second quarter of 2018, our operator provided us with insurance proceeds of $2,619,000 to be used for remediation of the property as noted in the provisions of our master lease agreement. Accordingly, we have classified the insurance proceeds as restricted cash on our consolidated financial statements. New Accounting Pronouncements New Accounting Standards Adopted by Our Company In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) . ASU 2016-15 provides guidance that reduces the diversity in practice of the classification of certain cash receipts and cash payments within the statement of cash flows. This guidance is effective for fiscal periods beginning after December 15, 2017. We adopted this standard on January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements. Revenue Recognition ASC Topic 606 . On January 1, 2018, we adopted Accounting Standard codification (“ASC”) Topic 606 , Revenue From Contracts With Customers (“ASC 606”) using the modified retrospective adoption method. ASC 606 outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. We evaluated the impact of this standard by assessing our revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition. We concluded that adoption of this standard did not have an impact on our results of operations or financial condition, as our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASC 606. Leases ASC Topic 842. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 (“ASU 2016-02”), Leases . ASU 2016-02 and its amendments have now formally entered into the FASB codification as ASC Topic 842, Leases (“ASC 842”). The objective of ASC 842 is to establish the principles for lessees and lessors to apply for reporting useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASC 842 requires lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance of operating leases. ASC 842 requires the lessors to identify lease and non-lease components of a lease agreement. Revenue related to non-lease components under lease agreements will be subject to the revenue recognition standard, upon adoption of this standard. Also, the new standard narrows definition of initial direct costs. Accordingly, upon adoption of the new standard, certain costs (primarily legal costs related to lease negotiations) should be expensed rather than capitalized. Further, per ASC 842 lessors are required to assess the probability of collecting substantially all of the lease payments. The standard defines collectibility as lessee’s ability and intent to pay. If collectibility of substantially all of the lease payments through maturity is not probable, the lease income recorded during the period would be limited to lesser of the income that would have been recognized if collection were probable, and the lease payments received. If the assessment of collectibility changes, any difference between the lease income that would have been recognized and the lease payments should be recognized as an adjustment to lease income. At adoption, lessors are required to perform a lease-by-lease analysis for collectibility of all lease payments through maturity. If at adoption, it is not probable that substantially all of the lease obligations through maturity will be collected, a cumulative adjustment to equity should be made to reflect all of the lease obligations which are not probable to be collected. Under the new standard, collections of rent subsequent to the straight-line rent receivable write-off are considered recoveries of amounts previously written-off and are recognized as a contra-expense rather than rental revenue until the cumulative amount of the recovery recognized equals the amount of straight-line rent receivable written-off. Additionally, ASC 842 provides lessors with the option to elect a practical expedient allowing them to not separate lease and non-lease components and instead, to account for those components as a single lease component. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease-based or service-based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under the ASC 606). This practical expedient option is available as a single election that must be consistently applied to all existing leases at the date of adoption. Also, ASC 842 provides a practical expedient that allows companies to use an optional transition method. Under the optional transition method, a cumulative adjustment to equity during the period of adoption is recorded and prior periods would not require restatement. Consequently, entities that elect both the practical expedient and the optional transitional method will apply the new lease ASC prospectively to leases commencing or modified after January 1, 2019 and will not be required to apply the disclosures under the new lease standard to comparative periods. ASC 842 has subsequently been amended by other issued Accounting Standards Update (“ASU”) to clarify and improve the standard as well as to provide certain practical expedients. In December 2018, the FASB issued ASU 2018-20 (“ASU 2018-20”), Narrow-Scope Improvements for Lessors, which amends ASC 842 to require the lessors to exclude the lessor costs that are directly paid by the lessee to third parties on lessor’s behalf from variable payments. However, the lessor costs that are paid by the lessor and reimbursed by the lessee are required to be included in variable payments. Furthermore, ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs and use of the standard’s effective date as the date of initial application. In March 2019, the FASB issued ASU 2019-01 (“ASU 2019-01”), Leases (Topic 842), Codification Improvements which provides clarification regarding presentation and disclosures. ASC 842 and its amendments are effective January 1, 2019. Adoption of ASC 842. On January 1, 2019, we adopted ASC 842 using the modified retrospective approach as of the adoption date, whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. Upon adoption of the standard, we elected the practical expedients provided for in ASC 842, including: · No reassessment of whether any expired or existing contracts were or contained · No reassessment of the · No reassessment of initial direct costs for any existing · No separation of lease and non-lease components. As a lessee, we have an office lease agreement with a 5-year remaining term which was classified as an operating lease under ASC 840. Due to election of the package of practical expedients, upon adoption of ASC 842 this lease agreement will continue to be classified as operating lease. For the three months ended March 31, 2019, we recorded $75,000 of rent expense related to this lease agreement. Adoption of ASC 842 resulted in recording a right-of use asset and a lease liability of $1,445,000 which represents the present value of the remaining minimum lease payments using our incremental borrowing rate. As a lessor, our properties are leased subject to non-cancelable operating leases. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Upon adoption of ASC 842, we recorded real estate taxes that are reimbursed by our operators as Rental Income with a corresponding Property tax expense in the Consolidated Statements of Income and Comprehensive Income . For the three months ended March 31, 2019, we have recognized $4,335,000 in Rental Income related to reimbursement of real estate taxes from our operators. Furthermore, upon adoption of ASC 842, we assessed the probability of collecting substantially all of our lease payments through maturity. As previously reported, we have been monitoring Anthem Memory Care (“Anthem”), Thrive Senior Living, LLC (“Thrive”), Preferred Care, Inc. (“Preferred Care”) and Senior Care Centers, LLC. (“Senior Care”) due to cash flow concerns, performance concerns and/or bankruptcy filing. In conjunction with adoption of ASC 842, we evaluated our straight-line rent receivable and lease incentive balances related to the noted operators and determined that we do not have the level of collectibility certainty required by the standard to record the straight-line rent receivable. Accordingly, we wrote-off the straight-line rent receivable and lease incentive balances associated with these leases. Also, since the new guidance does not provide for general reserve for straight-line rent receivable, we wrote-off our 1% general straight-line rent receivable reserve. These balances totaled $42,808,000 and were written-off to equity effective January 1, 2019 as required by ASC 842. During the three months ended March 31, 2019, we recognized $9,600,000 of cash rent received from Anthem, Thrive, Preferred Care and Senior Care as a contra-expense titled Recovery of written-off straight-line rent receivable on the consolidated statements of income and comprehensive income as required by ASC 842. New Accounting Standards Not Yet Adopted by Our Company In 2016, the FASB issued ASU No. 2016-13 , Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard requires a new forward looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements. |
Real Estate Investments
Real Estate Investments | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate Investments | |
Real Estate Investments | 2. Real Estate Investments Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (or collectively ALF). Any reference to the number of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Owned Properties. The following table summarizes our investments in owned properties at March 31, 2019 (dollar amounts in thousands) : Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investment Investment Properties (1) Beds Units Bed/Unit Assisted Living $ 821,167 56.8 % 104 — 5,959 $ 137.80 Skilled Nursing 587,410 40.6 % 72 8,893 261 $ 64.17 Under Development (2) 25,952 1.8 % — — — — Other (3) 11,067 0.8 % 1 118 — — Total $ 1,445,596 100.0 % 177 9,011 6,220 (1) We own properties in 28 states that are leased to 29 different operators. (2) Represents two development projects, consisting of a 78-unit ALF/MC located in Oregon and a 110-unit ILF/ALF/MC in Wisconsin. (3) Includes three parcels of land held-for-use, and one behavioral health care hospital. Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 15 years. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options. The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year that are generally computed in one of four ways depending on specific provisions of each lease: (i) a specified percentage increase over the prior year’s rent, generally between 2.0% and 3.0%; (ii) a calculation based on the Consumer Price Index; (iii) as a percentage of facility net patient revenues in excess of base amounts; or (iv) specific dollar increases. During the three months ended March 31, 2019, we terminated a lease agreement and transitioned two operating senior housing communities under the lease agreement to a new operator. As a result of the lease termination, we wrote-off $1,926,000 straight-line rent receivable to contra-revenue in accordance with the newly adopted ASC 842. Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent receivable, amortization of lease incentives and renewal options are as follows (in thousands): Annual Cash Rent (1) 2019 $ 101,223 2020 140,189 2021 131,128 2022 121,228 2023 124,492 Thereafter 729,390 (1) Represents contractual annual cash rent, except for four master leases which are based on agreed upon cash rents. See below for more information. During 2017, we issued a notice of default to Anthem Memory Care (“Anthem”) resulting from Anthem’s partial payment of minimum rent. Anthem operates 11 memory care communities under a master lease. We currently estimate that Anthem will pay $7,500,000 of annual cash rent during 2019. This amount represents approximately 50% of the contractual amount due under the lease in 2019. In accordance with the newly adopted ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Anthem and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as required by the ASC 842 transition guidance. During 2017, Preferred Care, Inc. (“Preferred Care”) and affiliated entities filed for Chapter 11 bankruptcy as a result of a multi-million-dollar judgment in a lawsuit in Kentucky against Preferred Care and certain affiliated entities. The affiliated entities named in the lawsuit operate properties in Kentucky and New Mexico. Preferred Care leases 24 properties under two master leases from us and none of the 24 properties are located in Kentucky or New Mexico. Those 24 properties are in Arizona, Colorado, Iowa, Kansas and Texas. The Preferred Care operating entities that sublease those properties did not file for bankruptcy. The court ordered deadline for affirmation or rejection of the lease has passed without action by Preferred Care, but they continue to pay rent to us in a timely manner. In accordance with the newly adopted ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Preferred Care and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as required by the ASC 842 transition guidance. We are working with Preferred Care on options for the portfolio which may include re-leasing or selling some of the properties. On December 4, 2018, Senior Care Centers, LLC. and affiliates and subsidiaries (“Senior Care”) filed for Chapter 11 bankruptcy as a result of lease terminations from certain landlords and on-going operational challenges. Pursuant to the U.S. Bankruptcy Code, Senior Care has an initial period of 120 days from the petition date to assume or reject the lease. However, the Bankruptcy Code also provides that the court may extend this initial 120-day period for an additional 90 days. Accordingly, Senior Care has requested, and the court has approved an additional 90 days, which ends on July 2, 2019, to assume or reject the lease. As security under the lease, we hold a letter of credit in the amount of approximately $2,000,000, maintenance and repair escrows of approximately $2,200,000 and property tax escrows of approximately $1,800,000. Senior Care did not pay us December 2018 rent, but has paid us January to April 2019 rent, real estate property tax and maintenance deposits. We have previously requested a consensual termination of the lease and have requested Senior Care to reject our lease in bankruptcy. In accordance with the newly adopted ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Senior Care and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as required by the ASC 842 transition guidance. We are evaluating our options to transition or sell the properties under the lease with Senior Care. During the three months ended March 31, 2019, we placed Thrive Senior Living, LLC. (“Thrive”) on a cash basis due to short-payment of contractual rent in November 2018 and non-payment of rent in December 2018 totaling $700,000. This rent was subsequently received in 2019. Thrive has not paid January to April 2019 rent. Subsequent to March 31, 2019, we issued a notice of default to Thrive. In accordance with the newly adopted ASC 842 lease accounting guidance, at January 1, 2019, we evaluated the collectibility of straight-line rent receivable and lease incentive balances related to Thrive and determined that it was not probable that we would collect substantially all of the contractual lease obligations through maturity. Accordingly, we wrote-off the balances to equity as required by the ASC 842 transition guidance. We are working with Thrive and exploring our options to maximize the value of these real estate assets. Our lease structure contains fixed annual rental escalations, which are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. The following table summarizes components of our rental income for the three months ended March 31, 2019 and 2018 (in thousands): Rental Income Base cash rental income $ 24,314 (1) $ 31,455 Variable cash rental income 4,485 (2) 150 (2) Straight-line rent receivable 1,238 (3) 3,440 Adjustment for collectibility (1,926) (4) — Amortization of lease incentives (87) (540) Total $ 28,024 $ 34,505 (1) Decreased due to recognition of $9,600 of cash rent received from Anthem, Preferred Care, Senior Care and Thrive as contra-expense titled Recovery of written-off straight-line rent receivable on the consolidated statements of income and comprehensive income and decreased rent from properties sold in 2018, partially offset due to increased rent from acquisitions, developments and capital improvement projects. See Note 1. General for further discussion. (2) The 2019 variable rental income includes $150 related to contingent rental income and (3) In accordance with the newly adopted ASC 842 lease accounting guidance, we evaluated the collectibility of lease payments through maturity and determined that it was not probable that we would collect substantially all of the contractual obligations from Anthem, Thrive, Preferred Care and Senior Care leases through maturity. Decreased due to these leases are placed on cash-basis. (4) Represents write-off of straight-line rent receivable related to a terminated lease discussed above. Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands): Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 37,248 2024-2029 Kansas MC 2 25,692 23,727 2019-2021 Texas MC 2 25,265 24,800 2025-2027 Virginia ALF/MC 1 16,890 16,822 2026-2029 Total $ 106,742 $ 102,597 Acquisitions and Developments: The following table summarizes our acquisition for the three months ended March 31, 2019 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs (1) Costs Properties Beds/Units 2019 Assisted Living (2) $ 16,719 $ 171 $ 16,890 1 74 (1) Represents cost associated with our acquisitions; however, upon adoption of ASU 2017-01, our acquisitions meet the definition of an asset acquisition resulting in capitalization of transaction costs to the properties’ basis. For our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Transaction costs per our consolidated statements of income and comprehensive income represents current and prior year transaction costs due to timing and terminated transactions. (2) We entered into a joint venture (“ JV”) to purchase an existing operational 74-unit ALF/MC community. The non-controlling partner contributed $919 of equity and we contributed $15,971 in cash. Our economic interest in the real estate JV is approximately 95%. During the three months ended March 31, 2019 and 2018, we invested the following in development and improvement projects (in thousands) : Three Months Ended March 31, 2019 2018 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ 4,507 $ 256 $ 6,803 $ 122 Skilled Nursing Centers 2,450 — 1,788 279 Other — 3 — 133 Total $ 6,957 $ 259 $ 8,591 $ 534 Completed Developments. The following table summarizes our completed development during the three months ended March 31, 2019 (dollar amounts in thousands): Number Type Number of of of Total Type of Project Properties Property Beds/Units State Investment Development 1 SNF 143 Kentucky $ 22,451 Properties held-for-sale . The following table summarizes our property held-for-sale as of March 31, 2019 (dollar amounts in thousands): Type Number Number of of Gross Accumulated of State Property Properties Investment Depreciation Beds/units Texas ILF 1 5,746 1,916 140 Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at March 31, 2019 (dollar amounts in thousands) : Type Percentage Number of Investment Gross of of SNF per Interest Rate (1) Maturity Investment Property Investment Loans (2) Properties (3) Beds Bed/Unit 9.7% 2043 $ 186,369 SNF 75.5 % 1 15 2,029 $ 91.85 9.2% 2045 34,038 SNF 13.8 % 1 4 501 $ 67.94 9.4% 2045 14,950 SNF 6.1 % 1 1 157 $ 95.22 9.4% 2020 11,418 SNF 4.6 % 1 2 205 $ 55.70 Total $ 246,775 100.0 % 4 22 2,892 $ 85.33 (1) The majority of the mortgage loans provide for annual increases in the interest rate after a certain time period based upon a specified increase of 2.25%. (2) Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage loans have a 30-year term. (3) The properties securing these mortgage loans are located in one state and are operated by one operator. The following table summarizes our mortgage loan activity for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Originations and funding under mortgage loans receivable $ 1,454 $ 9,610 (1) Scheduled principal payments received (65) (37) Mortgage loan (premiums) — (1) Provision for loan loss reserve (14) (96) Net increase in mortgage loans receivable $ 1,375 $ 9,476 (1) During 2018, we funded an additional $7,400 under an existing mortgage loan for the purchase of a 112-bed skilled nursing center in Michigan. The incremental funding bears interest at 8.7%, fixed for five years, and escalating by 2.25% thereafter. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures | 3 Months Ended |
Mar. 31, 2019 | |
Investment in Unconsolidated Joint Ventures | |
Investment in Unconsolidated Joint Ventures | 3. Our investments in unconsolidated joint ventures consists of a preferred equity investment and a mezzanine loan which is accounted for as unconsolidated joint ventures in accordance with GAAP. The following table summarizes our investments in unconsolidated joint ventures (dollar amounts in thousands): Type Type Total Currently Number of of Preferred Paid in of Investment Carrying State Properties Investment Return Cash Beds/ Units Commitment Value Arizona ALF/MC/ILF Preferred Equity (1) % % $ 25,650 $ 24,325 Florida ALF/IL/MC Mezzanine (2) % % 2,900 (3) 3,190 (3) Total $ 28,550 $ 27,515 (1) We have concluded that the JV is a variable interest entity (“VIE”) in accordance with GAAP. However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for the JV investment using the equity method. (2) We evaluated this acquisition, development and construction (“ADC”) arrangement and determined that the characteristics are similar to jointly-owned investments or partnerships, and accordingly, this investment is accounted for as unconsolidated joint venture under the equity method of accounting instead of loan accounting. (3) Since interest payments were deferred and no interest was recorded for the first twelve months of the loan, we used the effective interest method in accordance with GAAP to recognize interest income and recorded the difference between the effective interest income and cash interest income to the loan principal balance. The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures (in thousands): Type of Capital Income Cash Interest Year Properties Contribution Recognized Received 2019 ALF/MC/ILF $ 293 $ 553 $ 552 ALF/IL/MC — 128 121 ALF/MC (1) — (1) 404 (1) 432 (1) Total 2019 $ 293 $ 1,085 $ 1,105 2018 ALF/MC/ILF 380 429 446 ALF/IL/MC — 128 97 ALF/MC (1) — (1) 74 (1) — (1) Total 2018 $ 380 $ 631 $ 543 (1) We had a $3,400 mezzanine loan commitment for the development of a 127-unit seniors housing community in Florida with a total preferred return of 15%. The mezzanine loan was an ADC arrangement which we determined it to have characteristics similar to a jointly-owned arrangement and recorded it as an unconsolidated joint venture. During the first quarter of 2019, the mezzanine loan was paid off. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Notes Receivable. | |
Notes Receivable | 4. Notes Receivable Notes receivable consists of mezzanine loans and other loan arrangements. The following table is a summary of our notes receivable components as of March 31, 2019 and December 31, 2018 (in thousands): At March 31, 2019 At December 31, 2018 Mezzanine loans $ 16,700 $ 9,868 Other loans 3,056 2,975 Notes receivable reserve (198) (128) Total $ 19,558 $ 12,715 The following tables summarizes our notes receivable activity for the three months ended March 31, 2019 and 2018 ( dollar amounts in thousands ): Three Months Ended March 31, 2019 2018 Advances under notes receivable $ 6,953 $ — Principal payments received under notes receivable (41) — Notes receivable reserve (69) — Total $ 6,843 $ — |
Lease Incentives
Lease Incentives | 3 Months Ended |
Mar. 31, 2019 | |
Lease Incentives | |
Lease Incentives | 5. The following summarizes lease incentives by component as of March 31, 2019 and December 31, 2018 (in thousands): At March 31, 2019 At December 31, 2018 Non-contingent lease incentives $ 2,263 $ 14,443 The following table summarizes our lease incentive activity for the three months ended March 31, 2019 and 2018 (in thousands) : Three Months Ended March 31, 2019 2018 Funding Amortization Adjustment Funding Amortization Non-contingent lease incentives $ — $ (87) $ (12,093) (1) $ 380 $ (421) Contingent lease incentives — — — — (119) Net increase (decrease) in lease incentives $ — $ (87) $ (12,093) $ 380 $ (540) (1) In accordance with the newly adopted ASC 842 lease standard adopted on January 1, 2019, we wrote-off lease incentives related to leases for which we determined it is not probable we will collect substantially all of the contractual lease obligation through maturity. See Note 1. General for further discussion. Non-contingent lease incentives represent payments made to our lessees for various reasons including entering into a new lease or lease amendments and extensions. Contingent lease incentives represent potential contingent earn-out payments that may be made to our lessees in the future, as part of our lease agreements. From time to time, we may commit to provide contingent payments to our lessees, upon our properties achieving certain rent coverage ratios. Once the contingent payment becomes probable and estimable, the contingent payment is recorded as a lease incentive. Lease incentives are amortized as a yield adjustment to rental income over the remaining life of the lease. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Debt Obligations | |
Debt Obligations | 6. Debt Obligations Bank Borrowings. During 2018, we amended and restated our unsecured credit agreement to replace the previous unsecured credit agreement, prior to its expiration on October 14, 2018. The amended credit agreement maintains the $600,000,000 aggregate commitment of the lenders under the prior agreement and provides for the opportunity to increase the commitment size of the credit agreement up to a total of $1,000,000,000. The amended credit agreement extends the maturity of the credit agreement to June 27, 2022 and provides for a one-year extension option at our discretion, subject to customary conditions. Additionally, the amended credit agreement decreases the interest rate margins and converts from the payment of unused commitment fees to a facility fee. Based on our leverage at March 31, 2019, the facility provides for interest annually at LIBOR plus 115 basis points and a facility fee of 20 basis points. At March 31, 2019, we were in compliance with all covenants. Senior Unsecured Notes. We have a $337,500,000 shelf agreement with affiliates and managed accounts of Prudential Investment Management, Inc. (“Prudential”). The debt obligations by component as of March 31, 2019 and December 31, 2018 are as follows ( dollar amounts in thousands): At March 31, 2019 At December 31, 2018 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings 3.83% $ 146,900 $ 453,100 $ 112,000 $ 488,000 Senior unsecured notes, net of debt issue costs 4.49% 528,900 98,000 533,029 93,833 Total 4.35% $ 675,800 $ 551,100 $ 645,029 $ 581,833 (1) Represents weighted average of interest rate as of March 31, 2019. Our borrowings and repayments are as follows (in thousands): Three Months Ended March 31, 2019 2018 Debt Obligations Borrowings Repayments Borrowings Repayments Bank borrowings $ 36,900 $ (2,000) $ 24,000 $ — Senior unsecured notes — (4,167) — (4,166) Total $ 36,900 $ (6,167) $ 24,000 $ (4,166) |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity | |
Equity | 7. Common Stock. We have separate equity distribution agreements (collectively, “Equity Distribution Agreement”) to offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of our common stock. As of March 31, 2019, no shares had been issued under the Equity Distribution Agreement. Accordingly, at March 31, 2019, we had $200,000,000 available under the Equity Distribution Agreement. During the three months ended March 31, 2019 and 2018, we acquired 44,543 shares and 28,256 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests at cost. As of March 31, 2019, we have the following consolidated VIEs (dollar amounts in thousands): Gross Investment Property Consolidated Non-Controlling Year Purpose Type State Assets Interests 2019 Owned real estate ALF/MC VA $ 16,890 $ 919 2018 Owned real estate ILF OR 14,400 (1) 2,857 (1) 2018 Owned real estate and development UDP OR 6,193 (1) 1,081 (1) 2017 Owned real estate and development UDP WI 19,759 (2) 2,272 (2) 2017 Owned real estate ALF/MC SC 11,451 1,263 Total $ 68,693 $ 8,392 (1) We entered into a joint venture (“JV”) to develop, purchase and own senior housing properties. During the second quarter of 2018, the JV purchased land for the development of a 78-unit ALF/MC for a total anticipated project cost of $18,108. The non-controlling partner contributed $1,081 of cash and we committed to fund the remaining $17,027 project cost. During the third quarter of 2018, in a sale-leaseback transaction, the JV purchased an existing operational 89-unit ILF adjacent to the 78-unit ALF/MC we are developing for $14,400. The non-controlling partner contributed $2,857 of equity and we contributed $11,543 in cash. Upon completion of the development project, our combined economic interest in the JV will be approximately 88%. We account for the JV on a consolidated basis. (2) We entered into a partnership to own the real estate and develop a 110-unit ILF/ALF/MC community in Wisconsin. The commitment totals approximately $22,471. Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Distributions. We declared and paid the following cash dividends (in thousands) : Three Months Ended March 31, 2019 2018 Declared Paid Declared Paid Common Stock $ 22,931 (1) $ 22,931 (1) $ 22,578 (1) $ 22,578 (1) (1) Represents $0.19 per share per month for the three months ended March 31, 2019 and 2018. In April 2019, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2019, payable on April 30, May 31, and June 28, 2019, respectively, to stockholders of record on April 22, May 23, and June 20, 2019, respectively. Stock-Based Compensation . Under our 2015 Equity Participation Plan (“the 2015 Plan”), 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion. At March 31, 2019, we had 20,000 stock options outstanding and exercisable. During the three months ended March 31, 2019 and 2018, no stock options were granted. The stock options exercised during the three months ended March 31, 2019 and 2018 were as follows: Weighted Average Options Exercise Option Market Exercised Price Value Value (1) 2019 — $ n.a $ — $ — 2018 5,000 $ 24.65 $ 123,000 $ 205,000 (1) As of exercise date. The following table summarizes our restricted stock and performance-based stock units activity for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 Outstanding, January 1 325,750 244,181 Granted 139,112 147,990 Vested (117,997) (1) (61,733) Outstanding, March 31 346,865 330,438 (1) Includes 48,225 performance-based stock units. During the three months ended March 31, 2019 and 2018, we granted restricted stock and performance-based stock units under the 2015 Plan as follows: No. of Price per Year Shares/Units Share Vesting Period 2019 $ ratably over 3 years 60,836 $ 46.54 TSR targets (1) 2018 $ 38.18 ratably over 3 years 66,171 $ 38.18 TSR targets (1) (1) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years. Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2019 and 2018 were $1,689,000 and $1,376,000, respectively. At March 31, 2019, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands): Remaining Compensation Vesting Date Expense 2019 $ 4,655 2020 4,461 2021 2,503 2022 189 Total $ 11,808 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies At March 31, 2019, we had commitments as follows (in thousands): Total Investment 2019 Commitment Remaining Commitment Funding Funded Commitment Real estate properties ( Note 2. Real Estate Investments ) $ 77,882 (1) $ 7,216 $ 53,003 $ 24,879 Accrued incentives and earn-out liabilities 9,000 — — 9,000 Mortgage loans ( Note 2. Real Estate Investments ) 64,200 (2) 1,454 20,045 44,155 Joint venture investments ( Note 3. Investments in Unconsolidated Joint Ventures ) 25,650 293 23,976 1,674 Notes receivable ( Note 4. Notes Receivable ) 300 14 39 261 Total $ 177,032 $ 8,977 $ 97,063 $ 79,969 (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) Represents $35,700 of commitments to expand and renovate the seniors housing and health care properties securing the mortgage loans and $28,500 represents contingent funding upon the borrower achieving certain coverage ratios. Also, some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 2. Real Estate Investments for a table summarizing information about our purchase options. We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims. |
Major Operators
Major Operators | 3 Months Ended |
Mar. 31, 2019 | |
Major Operators | |
Major Operators | 9. Major Operators We have three operators from each of which we derive approximately 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operators as of March 31, 2019: Number of Number of Percentage of SNF ALF Total Total Operator SNF ALF Beds Units Revenue (1) Assets Prestige Healthcare 24 — 3,010 93 17.9 % 17.0 % Senior Lifestyle Corporation — 23 — 1,457 11.6 % 10.5 % Brookdale Senior Living — 37 — 1,702 9.4 % 4.6 % Total 24 60 3,010 3,252 % % (1) Includes recovery of previously written-off straight-line rent receivable, rental income from owned properties and interest income from mortgage loans as of March 31, 2019 and excludes rental income due to lessee reimbursement of our real estate taxes and adjustment for collectibility. Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, Senior Lifestyle Corporation, Brookdale Senior Living, or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per Share | |
Earnings per Share | 10. Earnings per Share The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts ): March 31, 2019 2018 Net income $ 20,427 $ 20,359 Less income allocated to non-controlling interests (81) — Less income allocated to participating securities: Non-forfeitable dividends on participating securities (92) (88) Net income available to common stockholders 20,254 20,271 Effect of dilutive securities: Participating securities 92 — (1) Net income for diluted net income per share $ 20,346 $ 20,271 Shares for basic net income per share 39,532 39,451 Effect of dilutive securities: Stock options 4 3 Performance-based stock units 181 — (2) Participating securities 157 — (1) Total effect of dilutive securities 342 3 Shares for diluted net income per share 39,874 39,454 Basic net income per share $ 0.51 $ 0.51 Diluted net income per share $ 0.51 $ 0.51 (1) For the three months ended March 31, 2018, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive. (2) At March 31, 2018, no performance-based stock units would be earned based on TSR targets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 11. Fair Value Measurements In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of March 31, 2019 and December 31, 2018 assuming election of fair value for our financial assets and financial liabilities were as follows ( in thousands ): At March 31, 2019 At December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ 244,314 $ 297,355 (1) $ 242,939 $ 295,492 Bank borrowings 146,900 146,900 (2) 112,000 112,000 Senior unsecured notes, net of debt issue costs 528,900 520,343 (3) 533,029 508,613 (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at both March 31, 2019 and December 31, 2018 was 9.0%. (2) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at March 31, 2019 and December 31, 2018 based upon prevailing market interest rates for similar debt arrangements. (3) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At March 31, 2019, the discount rate used to value our future cash outflow of our senior unsecured notes was 4.60% for those maturing before year 2026 and 4.80% for those maturing at or beyond year 2026. At December 31, 2018, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.15% for those maturing before year 2026 and 5.40% for those maturing at or beyond year 2026. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent to March 31, 2019 the following events occurred: Equity: We declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2019, payable on April 30, May 31, and June 28, 2019, respectively to stockholders of record on April 22, May 23, and June 20, 2019, respectively. |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
The Company | |
Basis of Presentation | We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. |
Reclassifications | All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results for a full year. |
Income taxes | No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. |
Restricted Cash | Restricted Cash. During the third quarter of 2017, a 170-bed skilled nursing center in our portfolio was evacuated due to damages caused by Hurricane Harvey. This property is located in Texas and operated under a triple net master lease agreement. We periodically evaluate properties for impairment when events or changes in circumstances indicate that the asset may be impaired or the carrying amount of the asset may not be recoverable through future undiscounted cash flows. Based upon a quarterly assessment of this property using the recoverability test, we concluded the property has not been impaired. As of March 31, 2019, the gross value and the carrying value of the property were $1,796,000 and $896,000 respectively. The provisions of our triple net lease agreements impose certain obligations on our operators including: · Acquire property insurance, subject to certain criteria; · Continue paying rent in the event of any property damage or destruction; and · Return the leased property back to us at the end of the lease term, in the same condition originally received. During the second quarter of 2018, our operator provided us with insurance proceeds of $2,619,000 to be used for remediation of the property as noted in the provisions of our master lease agreement. Accordingly, we have classified the insurance proceeds as restricted cash on our consolidated financial statements. |
New Accounting Pronouncement | New Accounting Pronouncements New Accounting Standards Adopted by Our Company In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) . ASU 2016-15 provides guidance that reduces the diversity in practice of the classification of certain cash receipts and cash payments within the statement of cash flows. This guidance is effective for fiscal periods beginning after December 15, 2017. We adopted this standard on January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements. Revenue Recognition ASC Topic 606 . On January 1, 2018, we adopted Accounting Standard codification (“ASC”) Topic 606 , Revenue From Contracts With Customers (“ASC 606”) using the modified retrospective adoption method. ASC 606 outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. We evaluated the impact of this standard by assessing our revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition. We concluded that adoption of this standard did not have an impact on our results of operations or financial condition, as our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASC 606. Leases ASC Topic 842. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 (“ASU 2016-02”), Leases . ASU 2016-02 and its amendments have now formally entered into the FASB codification as ASC Topic 842, Leases (“ASC 842”). The objective of ASC 842 is to establish the principles for lessees and lessors to apply for reporting useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASC 842 requires lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance of operating leases. ASC 842 requires the lessors to identify lease and non-lease components of a lease agreement. Revenue related to non-lease components under lease agreements will be subject to the revenue recognition standard, upon adoption of this standard. Also, the new standard narrows definition of initial direct costs. Accordingly, upon adoption of the new standard, certain costs (primarily legal costs related to lease negotiations) should be expensed rather than capitalized. Further, per ASC 842 lessors are required to assess the probability of collecting substantially all of the lease payments. The standard defines collectibility as lessee’s ability and intent to pay. If collectibility of substantially all of the lease payments through maturity is not probable, the lease income recorded during the period would be limited to lesser of the income that would have been recognized if collection were probable, and the lease payments received. If the assessment of collectibility changes, any difference between the lease income that would have been recognized and the lease payments should be recognized as an adjustment to lease income. At adoption, lessors are required to perform a lease-by-lease analysis for collectibility of all lease payments through maturity. If at adoption, it is not probable that substantially all of the lease obligations through maturity will be collected, a cumulative adjustment to equity should be made to reflect all of the lease obligations which are not probable to be collected. Under the new standard, collections of rent subsequent to the straight-line rent receivable write-off are considered recoveries of amounts previously written-off and are recognized as a contra-expense rather than rental revenue until the cumulative amount of the recovery recognized equals the amount of straight-line rent receivable written-off. Additionally, ASC 842 provides lessors with the option to elect a practical expedient allowing them to not separate lease and non-lease components and instead, to account for those components as a single lease component. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease-based or service-based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under the ASC 606). This practical expedient option is available as a single election that must be consistently applied to all existing leases at the date of adoption. Also, ASC 842 provides a practical expedient that allows companies to use an optional transition method. Under the optional transition method, a cumulative adjustment to equity during the period of adoption is recorded and prior periods would not require restatement. Consequently, entities that elect both the practical expedient and the optional transitional method will apply the new lease ASC prospectively to leases commencing or modified after January 1, 2019 and will not be required to apply the disclosures under the new lease standard to comparative periods. ASC 842 has subsequently been amended by other issued Accounting Standards Update (“ASU”) to clarify and improve the standard as well as to provide certain practical expedients. In December 2018, the FASB issued ASU 2018-20 (“ASU 2018-20”), Narrow-Scope Improvements for Lessors, which amends ASC 842 to require the lessors to exclude the lessor costs that are directly paid by the lessee to third parties on lessor’s behalf from variable payments. However, the lessor costs that are paid by the lessor and reimbursed by the lessee are required to be included in variable payments. Furthermore, ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs and use of the standard’s effective date as the date of initial application. In March 2019, the FASB issued ASU 2019-01 (“ASU 2019-01”), Leases (Topic 842), Codification Improvements which provides clarification regarding presentation and disclosures. ASC 842 and its amendments are effective January 1, 2019. Adoption of ASC 842. On January 1, 2019, we adopted ASC 842 using the modified retrospective approach as of the adoption date, whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. Upon adoption of the standard, we elected the practical expedients provided for in ASC 842, including: · No reassessment of whether any expired or existing contracts were or contained · No reassessment of the · No reassessment of initial direct costs for any existing · No separation of lease and non-lease components. As a lessee, we have an office lease agreement with a 5-year remaining term which was classified as an operating lease under ASC 840. Due to election of the package of practical expedients, upon adoption of ASC 842 this lease agreement will continue to be classified as operating lease. For the three months ended March 31, 2019, we recorded $75,000 of rent expense related to this lease agreement. Adoption of ASC 842 resulted in recording a right-of use asset and a lease liability of $1,445,000 which represents the present value of the remaining minimum lease payments using our incremental borrowing rate. As a lessor, our properties are leased subject to non-cancelable operating leases. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Upon adoption of ASC 842, we recorded real estate taxes that are reimbursed by our operators as Rental Income with a corresponding Property tax expense in the Consolidated Statements of Income and Comprehensive Income . For the three months ended March 31, 2019, we have recognized $4,335,000 in Rental Income related to reimbursement of real estate taxes from our operators. Furthermore, upon adoption of ASC 842, we assessed the probability of collecting substantially all of our lease payments through maturity. As previously reported, we have been monitoring Anthem Memory Care (“Anthem”), Thrive Senior Living, LLC (“Thrive”), Preferred Care, Inc. (“Preferred Care”) and Senior Care Centers, LLC. (“Senior Care”) due to cash flow concerns, performance concerns and/or bankruptcy filing. In conjunction with adoption of ASC 842, we evaluated our straight-line rent receivable and lease incentive balances related to the noted operators and determined that we do not have the level of collectibility certainty required by the standard to record the straight-line rent receivable. Accordingly, we wrote-off the straight-line rent receivable and lease incentive balances associated with these leases. Also, since the new guidance does not provide for general reserve for straight-line rent receivable, we wrote-off our 1% general straight-line rent receivable reserve. These balances totaled $42,808,000 and were written-off to equity effective January 1, 2019 as required by ASC 842. During the three months ended March 31, 2019, we recognized $9,600,000 of cash rent received from Anthem, Thrive, Preferred Care and Senior Care as a contra-expense titled Recovery of written-off straight-line rent receivable on the consolidated statements of income and comprehensive income as required by ASC 842. New Accounting Standards Not Yet Adopted by Our Company In 2016, the FASB issued ASU No. 2016-13 , Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard requires a new forward looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate Investments | |
Summary of investments in owned properties | Owned Properties. The following table summarizes our investments in owned properties at March 31, 2019 (dollar amounts in thousands) : Average Percentage Number Number of Investment Gross of of SNF ALF per Type of Property Investment Investment Properties (1) Beds Units Bed/Unit Assisted Living $ 821,167 56.8 % 104 — 5,959 $ 137.80 Skilled Nursing 587,410 40.6 % 72 8,893 261 $ 64.17 Under Development (2) 25,952 1.8 % — — — — Other (3) 11,067 0.8 % 1 118 — — Total $ 1,445,596 100.0 % 177 9,011 6,220 (1) We own properties in 28 states that are leased to 29 different operators. (2) Represents two development projects, consisting of a 78-unit ALF/MC located in Oregon and a 110-unit ILF/ALF/MC in Wisconsin. (3) Includes three parcels of land held-for-use, and one behavioral health care hospital. |
Schedule of future minimum base rents receivable | Future minimum base rents receivable under the remaining non-cancelable terms of operating leases excluding the effects of straight-line rent receivable, amortization of lease incentives and renewal options are as follows (in thousands): Annual Cash Rent (1) 2019 $ 101,223 2020 140,189 2021 131,128 2022 121,228 2023 124,492 Thereafter 729,390 (1) Represents contractual annual cash rent, except for four master leases which are based on agreed upon cash rents. See below for more information. |
Summary of information about purchase options included in our lease agreements | The following table summarizes components of our rental income for the three months ended March 31, 2019 and 2018 (in thousands): Rental Income Base cash rental income $ 24,314 (1) $ 31,455 Variable cash rental income 4,485 (2) 150 (2) Straight-line rent receivable 1,238 (3) 3,440 Adjustment for collectibility (1,926) (4) — Amortization of lease incentives (87) (540) Total $ 28,024 $ 34,505 (1) Decreased due to recognition of $9,600 of cash rent received from Anthem, Preferred Care, Senior Care and Thrive as contra-expense titled Recovery of written-off straight-line rent receivable on the consolidated statements of income and comprehensive income and decreased rent from properties sold in 2018, partially offset due to increased rent from acquisitions, developments and capital improvement projects. See Note 1. General for further discussion. (2) The 2019 variable rental income includes $150 related to contingent rental income and (3) In accordance with the newly adopted ASC 842 lease accounting guidance, we evaluated the collectibility of lease payments through maturity and determined that it was not probable that we would collect substantially all of the contractual obligations from Anthem, Thrive, Preferred Care and Senior Care leases through maturity. Decreased due to these leases are placed on cash-basis. (4) Represents write-off of straight-line rent receivable related to a terminated lease discussed above. |
Summary of components of our rental income | The following table summarizes components of our rental income for the three months ended March 31, 2019 and 2018 (in thousands): Rental Income Base cash rental income $ 24,314 (1) $ 31,455 Variable cash rental income 4,485 (2) 150 (2) Straight-line rent receivable 1,238 (3) 3,440 Adjustment for collectibility (1,926) (4) — Amortization of lease incentives (87) (540) Total $ 28,024 $ 34,505 (1) Decreased due to recognition of $9,600 of cash rent received from Anthem, Preferred Care, Senior Care and Thrive as contra-expense titled Recovery of written-off straight-line rent receivable on the consolidated statements of income and comprehensive income and decreased rent from properties sold in 2018, partially offset due to increased rent from acquisitions, developments and capital improvement projects. See Note 1. General for further discussion. (2) The 2019 variable rental income includes $150 related to contingent rental income and (3) In accordance with the newly adopted ASC 842 lease accounting guidance, we evaluated the collectibility of lease payments through maturity and determined that it was not probable that we would collect substantially all of the contractual obligations from Anthem, Thrive, Preferred Care and Senior Care leases through maturity. Decreased due to these leases are placed on cash-basis. (4) Represents write-off of straight-line rent receivable related to a terminated lease discussed above. Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands): Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 37,248 2024-2029 Kansas MC 2 25,692 23,727 2019-2021 Texas MC 2 25,265 24,800 2025-2027 Virginia ALF/MC 1 16,890 16,822 2026-2029 Total $ 106,742 $ 102,597 |
Summary of information about purchase options | The following table summarizes information about purchase options included in our lease agreements (dollar amount in thousands): Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 37,248 2024-2029 Kansas MC 2 25,692 23,727 2019-2021 Texas MC 2 25,265 24,800 2025-2027 Virginia ALF/MC 1 16,890 16,822 2026-2029 Total $ 106,742 $ 102,597 |
Summary of investments acquired | Type Number of of Gross Carrying Option State Property Properties Investments Value Window California ALF/MC 2 $ 38,895 $ 37,248 2024-2029 Kansas MC 2 25,692 23,727 2019-2021 Texas MC 2 25,265 24,800 2025-2027 Virginia ALF/MC 1 16,890 16,822 2026-2029 Total $ 106,742 $ 102,597 Acquisitions and Developments: The following table summarizes our acquisition for the three months ended March 31, 2019 (dollar amounts in thousands): Total Number Number Purchase Transaction Acquisition of of Year Type of Property Price Costs (1) Costs Properties Beds/Units 2019 Assisted Living (2) $ 16,719 $ 171 $ 16,890 1 74 (1) Represents cost associated with our acquisitions; however, upon adoption of ASU 2017-01, our acquisitions meet the definition of an asset acquisition resulting in capitalization of transaction costs to the properties’ basis. For our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Transaction costs per our consolidated statements of income and comprehensive income represents current and prior year transaction costs due to timing and terminated transactions. (2) We entered into a joint venture (“ JV”) to purchase an existing operational 74-unit ALF/MC community. The non-controlling partner contributed $919 of equity and we contributed $15,971 in cash. Our economic interest in the real estate JV is approximately 95%. |
Schedule of investment in development and improvement projects | During the three months ended March 31, 2019 and 2018, we invested the following in development and improvement projects (in thousands) : Three Months Ended March 31, 2019 2018 Type of Property Developments Improvements Developments Improvements Assisted Living Communities $ 4,507 $ 256 $ 6,803 $ 122 Skilled Nursing Centers 2,450 — 1,788 279 Other — 3 — 133 Total $ 6,957 $ 259 $ 8,591 $ 534 |
Schedule of completed projects | Completed Developments. The following table summarizes our completed development during the three months ended March 31, 2019 (dollar amounts in thousands): Number Type Number of of of Total Type of Project Properties Property Beds/Units State Investment Development 1 SNF 143 Kentucky $ 22,451 |
Summary of properties held-for-sale | Properties held-for-sale . The following table summarizes our property held-for-sale as of March 31, 2019 (dollar amounts in thousands): Type Number Number of of Gross Accumulated of State Property Properties Investment Depreciation Beds/units Texas ILF 1 5,746 1,916 140 |
Schedule of mortgage loans secured by first mortgage | The following table summarizes our investments in mortgage loans secured by first mortgages at March 31, 2019 (dollar amounts in thousands) : Type Percentage Number of Investment Gross of of SNF per Interest Rate (1) Maturity Investment Property Investment Loans (2) Properties (3) Beds Bed/Unit 9.7% 2043 $ 186,369 SNF 75.5 % 1 15 2,029 $ 91.85 9.2% 2045 34,038 SNF 13.8 % 1 4 501 $ 67.94 9.4% 2045 14,950 SNF 6.1 % 1 1 157 $ 95.22 9.4% 2020 11,418 SNF 4.6 % 1 2 205 $ 55.70 Total $ 246,775 100.0 % 4 22 2,892 $ 85.33 (1) The majority of the mortgage loans provide for annual increases in the interest rate after a certain time period based upon a specified increase of 2.25%. (2) Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage loans have a 30-year term. (3) The properties securing these mortgage loans are located in one state and are operated by one operator. |
Schedule of mortgage loan activity | The following table summarizes our mortgage loan activity for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Originations and funding under mortgage loans receivable $ 1,454 $ 9,610 (1) Scheduled principal payments received (65) (37) Mortgage loan (premiums) — (1) Provision for loan loss reserve (14) (96) Net increase in mortgage loans receivable $ 1,375 $ 9,476 (1) During 2018, we funded an additional $7,400 under an existing mortgage loan for the purchase of a 112-bed skilled nursing center in Michigan. The incremental funding bears interest at 8.7%, fixed for five years, and escalating by 2.25% thereafter. |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investment in Unconsolidated Joint Ventures | |
Summary of investments in unconsolidated joint ventures | The following table summarizes our investments in unconsolidated joint ventures (dollar amounts in thousands): Type Type Total Currently Number of of Preferred Paid in of Investment Carrying State Properties Investment Return Cash Beds/ Units Commitment Value Arizona ALF/MC/ILF Preferred Equity (1) % % $ 25,650 $ 24,325 Florida ALF/IL/MC Mezzanine (2) % % 2,900 (3) 3,190 (3) Total $ 28,550 $ 27,515 (1) We have concluded that the JV is a variable interest entity (“VIE”) in accordance with GAAP. However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for the JV investment using the equity method. (2) We evaluated this acquisition, development and construction (“ADC”) arrangement and determined that the characteristics are similar to jointly-owned investments or partnerships, and accordingly, this investment is accounted for as unconsolidated joint venture under the equity method of accounting instead of loan accounting. (3) Since interest payments were deferred and no interest was recorded for the first twelve months of the loan, we used the effective interest method in accordance with GAAP to recognize interest income and recorded the difference between the effective interest income and cash interest income to the loan principal balance. |
Summary of capital contributions, income recognized and cash interest received from investments in unconsolidated joint ventures | The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures (in thousands): Type of Capital Income Cash Interest Year Properties Contribution Recognized Received 2019 ALF/MC/ILF $ 293 $ 553 $ 552 ALF/IL/MC — 128 121 ALF/MC (1) — (1) 404 (1) 432 (1) Total 2019 $ 293 $ 1,085 $ 1,105 2018 ALF/MC/ILF 380 429 446 ALF/IL/MC — 128 97 ALF/MC (1) — (1) 74 (1) — (1) Total 2018 $ 380 $ 631 $ 543 (1) We had a $3,400 mezzanine loan commitment for the development of a 127-unit seniors housing community in Florida with a total preferred return of 15%. The mezzanine loan was an ADC arrangement which we determined it to have characteristics similar to a jointly-owned arrangement and recorded it as an unconsolidated joint venture. During the first quarter of 2019, the mezzanine loan was paid off. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Receivable. | |
Summary of mezzanine loans and other loan arrangements | The following table is a summary of our notes receivable components as of March 31, 2019 and December 31, 2018 (in thousands): At March 31, 2019 At December 31, 2018 Mezzanine loans $ 16,700 $ 9,868 Other loans 3,056 2,975 Notes receivable reserve (198) (128) Total $ 19,558 $ 12,715 |
Summary of notes receivable activity | The following tables summarizes our notes receivable activity for the three months ended March 31, 2019 and 2018 ( dollar amounts in thousands ): Three Months Ended March 31, 2019 2018 Advances under notes receivable $ 6,953 $ — Principal payments received under notes receivable (41) — Notes receivable reserve (69) — Total $ 6,843 $ — |
Lease Incentives (Tables)
Lease Incentives (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Lease Incentives | |
Summary of lease incentives by component | The following summarizes lease incentives by component as of March 31, 2019 and December 31, 2018 (in thousands): At March 31, 2019 At December 31, 2018 Non-contingent lease incentives $ 2,263 $ 14,443 |
Summary of lease incentive activity | The following table summarizes our lease incentive activity for the three months ended March 31, 2019 and 2018 (in thousands) : Three Months Ended March 31, 2019 2018 Funding Amortization Adjustment Funding Amortization Non-contingent lease incentives $ — $ (87) $ (12,093) (1) $ 380 $ (421) Contingent lease incentives — — — — (119) Net increase (decrease) in lease incentives $ — $ (87) $ (12,093) $ 380 $ (540) (1) In accordance with the newly adopted ASC 842 lease standard adopted on January 1, 2019, we wrote-off lease incentives related to leases for which we determined it is not probable we will collect substantially all of the contractual lease obligation through maturity. See Note 1. General for further discussion. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Obligations | |
Schedule of Debt Obligations | The debt obligations by component as of March 31, 2019 and December 31, 2018 are as follows ( dollar amounts in thousands): At March 31, 2019 At December 31, 2018 Applicable Available Available Interest Outstanding for Outstanding for Debt Obligations Rate (1) Balance Borrowing Balance Borrowing Bank borrowings 3.83% $ 146,900 $ 453,100 $ 112,000 $ 488,000 Senior unsecured notes, net of debt issue costs 4.49% 528,900 98,000 533,029 93,833 Total 4.35% $ 675,800 $ 551,100 $ 645,029 $ 581,833 (1) Represents weighted average of interest rate as of March 31, 2019. |
Schedule of borrowings and repayments | Our borrowings and repayments are as follows (in thousands): Three Months Ended March 31, 2019 2018 Debt Obligations Borrowings Repayments Borrowings Repayments Bank borrowings $ 36,900 $ (2,000) $ 24,000 $ — Senior unsecured notes — (4,167) — (4,166) Total $ 36,900 $ (6,167) $ 24,000 $ (4,166) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity | |
Schedule of consolidated VIEs | As of March 31, 2019, we have the following consolidated VIEs (dollar amounts in thousands): Gross Investment Property Consolidated Non-Controlling Year Purpose Type State Assets Interests 2019 Owned real estate ALF/MC VA $ 16,890 $ 919 2018 Owned real estate ILF OR 14,400 (1) 2,857 (1) 2018 Owned real estate and development UDP OR 6,193 (1) 1,081 (1) 2017 Owned real estate and development UDP WI 19,759 (2) 2,272 (2) 2017 Owned real estate ALF/MC SC 11,451 1,263 Total $ 68,693 $ 8,392 (1) We entered into a joint venture (“JV”) to develop, purchase and own senior housing properties. During the second quarter of 2018, the JV purchased land for the development of a 78-unit ALF/MC for a total anticipated project cost of $18,108. The non-controlling partner contributed $1,081 of cash and we committed to fund the remaining $17,027 project cost. During the third quarter of 2018, in a sale-leaseback transaction, the JV purchased an existing operational 89-unit ILF adjacent to the 78-unit ALF/MC we are developing for $14,400. The non-controlling partner contributed $2,857 of equity and we contributed $11,543 in cash. Upon completion of the development project, our combined economic interest in the JV will be approximately 88%. We account for the JV on a consolidated basis. (2) We entered into a partnership to own the real estate and develop a 110-unit ILF/ALF/MC community in Wisconsin. The commitment totals approximately $22,471. |
Schedule of cash dividends declared and paid | We declared and paid the following cash dividends (in thousands) : Three Months Ended March 31, 2019 2018 Declared Paid Declared Paid Common Stock $ 22,931 (1) $ 22,931 (1) $ 22,578 (1) $ 22,578 (1) (1) Represents $0.19 per share per month for the three months ended March 31, 2019 and 2018. |
Schedule of options exercised | At March 31, 2019, we had 20,000 stock options outstanding and exercisable. During the three months ended March 31, 2019 and 2018, no stock options were granted. The stock options exercised during the three months ended March 31, 2019 and 2018 were as follows: Weighted Average Options Exercise Option Market Exercised Price Value Value (1) 2019 — $ n.a $ — $ — 2018 5,000 $ 24.65 $ 123,000 $ 205,000 (1) As of exercise date. |
Schedule of restricted stock activity | The following table summarizes our restricted stock and performance-based stock units activity for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 Outstanding, January 1 325,750 244,181 Granted 139,112 147,990 Vested (117,997) (1) (61,733) Outstanding, March 31 346,865 330,438 (1) Includes 48,225 performance-based stock units. |
Schedule of restricted stock granted | During the three months ended March 31, 2019 and 2018, we granted restricted stock and performance-based stock units under the 2015 Plan as follows: No. of Price per Year Shares/Units Share Vesting Period 2019 $ ratably over 3 years 60,836 $ 46.54 TSR targets (1) 2018 $ 38.18 ratably over 3 years 66,171 $ 38.18 TSR targets (1) (1) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years. |
Schedule of restricted common stock and performance-based stock unit scheduled to vest and remaining compensation expense | At March 31, 2019, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands): Remaining Compensation Vesting Date Expense 2019 $ 4,655 2020 4,461 2021 2,503 2022 189 Total $ 11,808 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies | |
Schedule of commitments | At March 31, 2019, we had commitments as follows (in thousands): Total Investment 2019 Commitment Remaining Commitment Funding Funded Commitment Real estate properties ( Note 2. Real Estate Investments ) $ 77,882 (1) $ 7,216 $ 53,003 $ 24,879 Accrued incentives and earn-out liabilities 9,000 — — 9,000 Mortgage loans ( Note 2. Real Estate Investments ) 64,200 (2) 1,454 20,045 44,155 Joint venture investments ( Note 3. Investments in Unconsolidated Joint Ventures ) 25,650 293 23,976 1,674 Notes receivable ( Note 4. Notes Receivable ) 300 14 39 261 Total $ 177,032 $ 8,977 $ 97,063 $ 79,969 (1) Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. (2) Represents $35,700 of commitments to expand and renovate the seniors housing and health care properties securing the mortgage loans and $28,500 represents contingent funding upon the borrower achieving certain coverage ratios. |
Major Operators (Tables)
Major Operators (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Major Operators | |
Schedule of concentration of risk by major operators | Number of Number of Percentage of SNF ALF Total Total Operator SNF ALF Beds Units Revenue (1) Assets Prestige Healthcare 24 — 3,010 93 17.9 % 17.0 % Senior Lifestyle Corporation — 23 — 1,457 11.6 % 10.5 % Brookdale Senior Living — 37 — 1,702 9.4 % 4.6 % Total 24 60 3,010 3,252 % % (1) Includes recovery of previously written-off straight-line rent receivable, rental income from owned properties and interest income from mortgage loans as of March 31, 2019 and excludes rental income due to lessee reimbursement of our real estate taxes and adjustment for collectibility. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per Share | |
Schedule of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts ): March 31, 2019 2018 Net income $ 20,427 $ 20,359 Less income allocated to non-controlling interests (81) — Less income allocated to participating securities: Non-forfeitable dividends on participating securities (92) (88) Net income available to common stockholders 20,254 20,271 Effect of dilutive securities: Participating securities 92 — (1) Net income for diluted net income per share $ 20,346 $ 20,271 Shares for basic net income per share 39,532 39,451 Effect of dilutive securities: Stock options 4 3 Performance-based stock units 181 — (2) Participating securities 157 — (1) Total effect of dilutive securities 342 3 Shares for diluted net income per share 39,874 39,454 Basic net income per share $ 0.51 $ 0.51 Diluted net income per share $ 0.51 $ 0.51 (1) For the three months ended March 31, 2018, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive. (2) At March 31, 2018, no performance-based stock units would be earned based on TSR targets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | |
Schedule of carrying value and fair value of the entity's financial instruments | The carrying value and fair value of our financial instruments as of March 31, 2019 and December 31, 2018 assuming election of fair value for our financial assets and financial liabilities were as follows ( in thousands ): At March 31, 2019 At December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Mortgage loans receivable $ 244,314 $ 297,355 (1) $ 242,939 $ 295,492 Bank borrowings 146,900 146,900 (2) 112,000 112,000 Senior unsecured notes, net of debt issue costs 528,900 520,343 (3) 533,029 508,613 (1) Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at both March 31, 2019 and December 31, 2018 was 9.0%. (2) Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at March 31, 2019 and December 31, 2018 based upon prevailing market interest rates for similar debt arrangements. (3) Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At March 31, 2019, the discount rate used to value our future cash outflow of our senior unsecured notes was 4.60% for those maturing before year 2026 and 4.80% for those maturing at or beyond year 2026. At December 31, 2018, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.15% for those maturing before year 2026 and 5.40% for those maturing at or beyond year 2026. |
General (Details)
General (Details) | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($)segment | Jun. 30, 2018USD ($) | Sep. 30, 2017item |
The Company | ||||
Number of operating segments | segment | 1 | |||
Provision for federal or state income taxes | $ 0 | |||
Number of beds damaged | item | 170 | |||
Gross value of damaged property | 1,796,000 | |||
Carrying value of damaged property | $ 896,000 | |||
Insurance proceeds | $ 2,619,000 | |||
Remaining lease term (years) | 5 years | |||
Rent expense related to operating lease | $ 75,000,000 | |||
Right-of use asset | 1,445,000 | |||
Lease liability | 1,445,000 | |||
Real estate taxes reimbursed | 4,335,000 | |||
Percentage of write-off of general straight-lint rent reserve | 1.00% | |||
Cumulative effect of the adoption of the ASC 842 | $ 42,808,000 | |||
Recovery of written-off straight-line rent receivable | $ 9,600,000 |
Real Estate Investments - Owned
Real Estate Investments - Owned Properties (Details) - Real Estate Investment $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)stateitemproperty$ / item | |
Real Estate Investments | |
Gross Investment | $ | $ 1,445,596 |
Percentage of Investment | 100.00% |
Number of properties | property | 177 |
Number of states | state | 28 |
Number of operators | 29 |
Operating leases | |
Number of ways to compute annual rent increases | 4 |
Minimum | |
Operating leases | |
Initial lease term | 10 years |
Specified annual increase over the prior year's rent (as a percent) | 2.00% |
Maximum | |
Operating leases | |
Initial lease term | 15 years |
Specified annual increase over the prior year's rent (as a percent) | 3.00% |
SNF Beds | |
Real Estate Investments | |
Number of beds/units | 9,011 |
ALF Units | |
Real Estate Investments | |
Number of beds/units | 6,220 |
ALF | |
Real Estate Investments | |
Gross Investment | $ | $ 821,167 |
Percentage of Investment | 56.80% |
Number of properties | property | 104 |
Investment per Bed/Unit | $ / item | 137.80 |
ALF | ALF Units | |
Real Estate Investments | |
Number of beds/units | 5,959 |
SNF | |
Real Estate Investments | |
Gross Investment | $ | $ 587,410 |
Percentage of Investment | 40.60% |
Number of properties | property | 72 |
Investment per Bed/Unit | $ / item | 64.17 |
SNF | SNF Beds | |
Real Estate Investments | |
Number of beds/units | 8,893 |
SNF | ALF Units | |
Real Estate Investments | |
Number of beds/units | 261 |
Properties under Development | |
Real Estate Investments | |
Gross Investment | $ | $ 25,952 |
Percentage of Investment | 1.80% |
Properties under Development | Developments | |
Real Estate Investments | |
Number of developments | 2 |
Properties under Development | Combination ALF and MC community | Developments | |
Real Estate Investments | |
Number of beds/units under development | 78 |
Properties under Development | Combination ALF, MC and ILF community | Developments | |
Real Estate Investments | |
Number of beds/units under development | 110 |
Other | |
Real Estate Investments | |
Gross Investment | $ | $ 11,067 |
Percentage of Investment | 0.80% |
Number of properties | property | 1 |
Number of parcels of land | 3 |
Other | SNF Beds | |
Real Estate Investments | |
Number of beds/units | 118 |
Hospital | |
Real Estate Investments | |
Number of properties | property | 1 |
Real Estate Investments - Base
Real Estate Investments - Base Rents (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)leaseitem | |
Depreciation | |
Number of operating senior housing communities to a new operator | item | 2 |
Write-off of straight-line rent | $ 1,926,000 |
Number of master leases with agreed upon cash rent | lease | 4 |
Future minimum base rents receivable | |
2019 | $ 101,223,000 |
2020 | 140,189,000 |
2021 | 131,128,000 |
2022 | 121,228,000 |
2023 | 124,492,000 |
Thereafter | $ 729,390,000 |
Real Estate Investments - Opera
Real Estate Investments - Operator changes (Details) | Dec. 04, 2018USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017leaseproperty |
Anthem Memory Care | ||||
Other disclosures | ||||
Number of properties in default | property | 11 | |||
Anthem Memory Care | Forecast | ||||
Other disclosures | ||||
Minimum cash rent received | $ 7,500,000 | |||
Percentage of contractual amount due | 50.00% | |||
Preferred Care, Inc. | ||||
Other disclosures | ||||
Number of properties under two master leases | property | 24 | |||
Number of master leases | lease | 2 | |||
Thrive | ||||
Other disclosures | ||||
Rent on cash basis | $ 700,000 | |||
Senior Care Centers | ||||
Other disclosures | ||||
Petition Date and Reject The Lease Period | 120 days | |||
Petition Date and Reject The Lease Additional Period | 90 days | |||
Letter of credit | $ 2,000,000 | |||
Maintenance and repair escrows | 2,200,000 | |||
Property tax escrows | $ 1,800,000 |
Real Estate Investments - Lease
Real Estate Investments - Lease (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Real estate investments | |||
Carrying value | $ 1,121,145,000 | $ 1,106,581,000 | |
Income and Expenses, Lessor [Abstract] | |||
Base cash rental income | 24,314,000 | ||
Base cash rental income previous | $ 31,455,000 | ||
Variable cash rental income | 4,485,000 | ||
Variable cash rental income previous | 150,000 | ||
Straight-Line Rent | 1,238,000 | 3,440,000 | |
Adjustment for collectibility | (1,926,000) | ||
Amortization of Lease Incentives | (87,000) | (540,000) | |
Total Rental Income | 28,024,000 | ||
Total Rental Income previous | $ 34,505,000 | ||
Cash rent received | 9,600,000 | ||
Reimbursement Of Real Estate Tax Expense | 4,335,000 | ||
Contingent rental income | 150,000 | ||
Purchase Option in Lease Arrangements | |||
Real estate investments | |||
Gross Investment | 106,742,000 | ||
Carrying value | $ 102,597,000 | ||
Purchase Option in Lease Arrangements | California | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 38,895,000 | ||
Carrying value | $ 37,248,000 | ||
Purchase Option in Lease Arrangements | Kansas | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 25,692,000 | ||
Carrying value | $ 23,727,000 | ||
Purchase Option in Lease Arrangements | Texas | |||
Real estate investments | |||
Number of properties | property | 2 | ||
Gross Investment | $ 25,265,000 | ||
Carrying value | $ 24,800,000 | ||
Purchase Option in Lease Arrangements | Virginia | |||
Real estate investments | |||
Number of properties | property | 1 | ||
Gross Investment | $ 16,890,000 | ||
Carrying value | $ 16,822,000 |
Real Estate Investments - Acqui
Real Estate Investments - Acquisitions and Developments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)itemproperty | Dec. 31, 2018USD ($) | |
Real estate investments | ||
Investment Commitment | $ 177,032 | |
Non-controlling interests | 8,392 | $ 7,481 |
ALF and MC | 74-Unit ALF/MC | ||
Real estate investments | ||
Investment Commitment | 15,971 | |
Non-controlling interests | 919 | |
2019 Acquisitions | ALF | ||
Real estate investments | ||
Purchase Price | 16,719 | |
Transaction Costs | 171 | |
Total Acquisition Costs | $ 16,890 | |
Number of properties acquired | property | 1 | |
Number of beds/units acquired | item | 74 | |
2019 Acquisitions | ALF and MC | 74-Unit ALF/MC | ||
Real estate investments | ||
Number of units under development | item | 74 | |
Economic interest in joint venture | 95.00% |
Real Estate Investments - Types
Real Estate Investments - Types of property Development and Improvement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Real estate investments | ||
Invested in projects | $ 8,977,000 | |
Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 6,957,000 | $ 8,591,000 |
Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 259,000 | 534,000 |
ALF | Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 4,507,000 | 6,803,000 |
ALF | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 256,000 | 122,000 |
SNF | Developments | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 2,450,000 | 1,788,000 |
SNF | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | 279,000 | |
Other | Improvements | Development and Improvement Commitments | ||
Real estate investments | ||
Invested in projects | $ 3,000 | $ 133,000 |
Real Estate Investments - Devel
Real Estate Investments - Development and Improvement Projects (Details) - SNF - Developments - Real Estate Development Commitments - Real Estate Investment Completed Projects - Illinois $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)itemproperty | |
Completed development and improvement projects | |
Number of Properties | property | 1 |
Number of Beds/Units | item | 143 |
Total Investment | $ | $ 22,451 |
Real Estate Investments - Prope
Real Estate Investments - Properties held-for-sale (Details) $ in Thousands | Mar. 31, 2019USD ($)$ / itemproperty | Dec. 31, 2018USD ($) |
Real estate investments | ||
Accumulated depreciation | $ 322,535 | $ 312,959 |
ILF | Properties held-for-sale | Texas | ||
Real estate investments | ||
Number of properties | property | 1 | |
Gross Investment | $ 5,746 | |
Accumulated depreciation | $ 1,916 | |
Number of beds/units | $ / item | 140 |
Real Estate Investments - Mortg
Real Estate Investments - Mortgage Loan (Details) - Mortgage Loans $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)loanitemproperty$ / item | |
Mortgage Loans | |
Gross Investment | $ | $ 246,775 |
Percentage of Investment | 100.00% |
Number of Loans | loan | 4 |
Number of properties | property | 22 |
Investment per Bed/Unit | $ / item | 85.33 |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% |
General amortization schedule of mortgage loans | 30 years |
Mortgage loans with 9.50% Interest Maturing 2043 | SNF | |
Mortgage Loans | |
Interest rate for mortgage loan (as a percent) | 9.70% |
Gross Investment | $ | $ 186,369 |
Percentage of Investment | 75.50% |
Number of Loans | loan | 1 |
Number of properties | property | 15 |
Investment per Bed/Unit | $ / item | 91.85 |
Mortgage loans with 9.20% Interest Maturing 2045 | SNF | |
Mortgage Loans | |
Interest rate for mortgage loan (as a percent) | 9.20% |
Gross Investment | $ | $ 34,038 |
Percentage of Investment | 13.80% |
Number of Loans | loan | 1 |
Number of properties | property | 4 |
Investment per Bed/Unit | $ / item | 67.94 |
Mortgage loans with 9.40% Interest Maturing 2045 | SNF | |
Mortgage Loans | |
Interest rate for mortgage loan (as a percent) | 9.40% |
Gross Investment | $ | $ 14,950 |
Percentage of Investment | 6.10% |
Number of Loans | loan | 1 |
Number of properties | property | 1 |
Investment per Bed/Unit | $ / item | 95.22 |
Mortgages With 9.50 Percent Interest Maturing 2020 | SNF | |
Mortgage Loans | |
Interest rate for mortgage loan (as a percent) | 9.40% |
Gross Investment | $ | $ 11,418 |
Percentage of Investment | 4.60% |
Number of Loans | loan | 1 |
Number of properties | property | 2 |
Investment per Bed/Unit | $ / item | 55.70 |
SNF Beds | |
Mortgage Loans | |
Number of beds/units | item | 2,892 |
SNF Beds | Mortgage loans with 9.50% Interest Maturing 2043 | SNF | |
Mortgage Loans | |
Number of beds/units | item | 2,029 |
SNF Beds | Mortgage loans with 9.20% Interest Maturing 2045 | SNF | |
Mortgage Loans | |
Number of beds/units | item | 501 |
SNF Beds | Mortgage loans with 9.40% Interest Maturing 2045 | SNF | |
Mortgage Loans | |
Number of beds/units | item | 157 |
SNF Beds | Mortgages With 9.50 Percent Interest Maturing 2020 | SNF | |
Mortgage Loans | |
Number of beds/units | item | 205 |
Real Estate Investments - Mor_2
Real Estate Investments - Mortgage Loans Activity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)item | Mar. 31, 2018USD ($)item | |
Mortgage Loans | ||
Originations and fundings under mortgage loans receivable | $ 1,454 | $ 9,610 |
Scheduled principal payments received | (65) | (37) |
Mortgage loan (premiums) | (1) | |
(Provision for)/ recovery of loan loss reserve | (14) | (96) |
Net increase in mortgage loans receivable | $ 1,375 | 9,476 |
Mortgage Loans | ||
Mortgage Loans | ||
General amortization schedule of mortgage loans | 30 years | |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% | |
Michigan | SNF | Mortgages with 8.7% Interest, fixed for five years, and escalating by 2.25% thereafter | Mortgage Loans | ||
Mortgage Loans | ||
Additions to mortgage loans | $ 7,400 | |
Interest rate for mortgage loan (as a percent) | 8.70% | |
General amortization schedule of mortgage loans | 5 years | |
Specified basis points for annual increase in interest rate (as a percent) | 2.25% | |
SNF Beds | Mortgage Loans | ||
Mortgage Loans | ||
Number of beds/units | item | 2,892 | |
SNF Beds | Michigan | SNF | Mortgages with 8.7% Interest, fixed for five years, and escalating by 2.25% thereafter | Mortgage Loans | ||
Mortgage Loans | ||
Number of beds/units | item | 112 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Ventures - Investment (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)item | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Investment in Unconsolidated Joint Ventures | |||
Carrying Value | $ 27,515 | $ 30,615 | |
Income Recognized | 1,085 | $ 631 | |
Cash Interest Received | $ 1,105 | 543 | |
Joint Venture | |||
Investment in Unconsolidated Joint Ventures | |||
Number of beds/units | item | 684 | ||
Investment commitment | $ 28,550 | ||
Carrying Value | 27,515 | ||
Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Capital Contributions | 293 | 380 | |
Income Recognized | 1,085 | 631 | |
Cash Interest Received | $ 1,105 | 543 | |
Combination ALF, MC and ILF community | Preferred Equity Investment | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Preferred return percentage | 15.00% | ||
Currently paid in cash as a percentage | 7.00% | ||
Number of beds/units | item | 585 | ||
Investment commitment | $ 25,650 | ||
Carrying Value | 24,325 | ||
Capital Contributions | 293 | 380 | |
Income Recognized | 553 | 429 | |
Cash Interest Received | 552 | 446 | |
Combination ALF/IL/MC | Mezzanine Loans | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Income Recognized | 128 | 128 | |
Cash Interest Received | $ 121 | 97 | |
Combination ALF/IL/MC | Mezzanine Loans | ADC Arrangement | |||
Investment in Unconsolidated Joint Ventures | |||
Preferred return percentage | 15.00% | ||
Currently paid in cash as a percentage | 15.00% | ||
Number of beds/units | item | 99 | ||
Investment commitment | $ 2,900 | ||
Carrying Value | $ 3,190 | ||
Combination UDP-ALF/IL/MC | Mezzanine Loans | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Income Recognized | $ 74 | ||
Combination UDP-ALF/MC | Mezzanine Loans | Joint Venture | Not primary beneficiary | |||
Investment in Unconsolidated Joint Ventures | |||
Preferred return percentage | 15.00% | ||
Number of beds/units | item | 127 | ||
Investment commitment | $ 3,400 | ||
Income Recognized | 404 | ||
Cash Interest Received | $ 432 |
Notes Receivable - Components (
Notes Receivable - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Notes receivable activities | ||
Notes receivable reserve | $ (198) | $ (128) |
Total | 19,558 | 12,715 |
Mezzanine loans | ||
Notes receivable activities | ||
Financing Receivable, Gross | 16,700 | 9,868 |
Other loans | ||
Notes receivable activities | ||
Financing Receivable, Gross | $ 3,056 | $ 2,975 |
Notes Receivable - Notes Receiv
Notes Receivable - Notes Receivable Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Notes receivable activities | |
Advances under notes receivable | $ 6,953 |
Principal payments received under notes receivable | (41) |
Notes receivable reserve | 69 |
Total | $ 6,843 |
Lease Incentives (Details)
Lease Incentives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Lease Incentives | |||
Non-contingent lease incentives | $ 2,263 | $ 14,443 | |
Non-contingent lease incentives, funding | $ 380 | ||
Total funding | 380 | ||
Non-contingent lease incentives, Amortization | (87) | (421) | |
Contingent lease incentives, Amortization | (119) | ||
Total amortization | (87) | $ (540) | |
Non-contingent lease incentives, Adjustment | (12,093) | ||
Total Adjustment | $ (12,093) |
Debt Obligations - Bank Borrowi
Debt Obligations - Bank Borrowings Terms (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Bank Borrowings | ||
Debt Obligations | ||
Maximum available under facility | $ 1,000,000,000 | $ 600,000,000 |
Additional extension period option | 1 year | |
Unused commitment fee (as a percent) | 0.20% | |
Bank Borrowings | LIBOR | ||
Debt Obligations | ||
Basis spread over base rate (as a percent) | 1.15% | |
Senior Unsecured Notes | Private Shelf Agreement Prudential | ||
Debt Obligations | ||
Maximum available under facility | $ 337,500,000 |
Debt Obligations - Summary (Det
Debt Obligations - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Obligations | ||
Applicable Interest Rate (as a percent) | 4.35% | |
Outstanding Balance | $ 675,800 | $ 645,029 |
Available for borrowing | $ 551,100 | 581,833 |
Bank Borrowings | ||
Debt Obligations | ||
Applicable Interest Rate (as a percent) | 3.83% | |
Outstanding Balance | $ 146,900 | 112,000 |
Available for borrowing | $ 453,100 | 488,000 |
Senior Unsecured Notes | ||
Debt Obligations | ||
Applicable Interest Rate (as a percent) | 4.49% | |
Outstanding Balance | $ 528,900 | 533,029 |
Available for borrowing | $ 98,000 | $ 93,833 |
Debt Obligations - Borrowings a
Debt Obligations - Borrowings and Repayments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Borrowings | ||
Bank borrowings | $ 36,900 | $ 24,000 |
Total | 36,900 | 24,000 |
Repayments | ||
Repayment of bank borrowings | (2,000) | |
Principal payments on senior unsecured notes | (4,167) | (4,166) |
Total | $ (6,167) | $ (4,166) |
Equity - Class of Stock Disclos
Equity - Class of Stock Disclosures - Common Stock and Shelf Registrations (Details) - Common Stock - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity | ||
Number of shares repurchased | 44,543 | 28,256 |
Equity Distribution Agreements | ||
Equity | ||
Maximum offering capacity under shelf registration statement | $ 200,000,000 | |
Shares common stock sold | 0 | |
Amount available under effective shelf registration statement | $ 200,000,000 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interest (Details) | 3 Months Ended | |||
Mar. 31, 2019USD ($)item | Sep. 30, 2018USD ($)item | Jun. 30, 2018USD ($)item | Dec. 31, 2018USD ($) | |
Noncontrolling interest | ||||
Non-controlling interests | $ 8,392,000 | $ 7,481,000 | ||
Investment Commitment | 177,032,000 | |||
Partnership | ||||
Noncontrolling interest | ||||
Gross Consolidated Assets | 68,693,000 | |||
Non-controlling interests | $ 8,392,000 | |||
2018 Acquisitions | ||||
Noncontrolling interest | ||||
Economic interest in joint venture | 88.00% | |||
2019 Acquisitions | ALF | ||||
Noncontrolling interest | ||||
Purchase Price | $ 16,719,000 | |||
Virginia | 2019 Acquisitions | Partnership | ALF and MC | ||||
Noncontrolling interest | ||||
Gross Consolidated Assets | 16,890,000 | |||
Non-controlling interests | 919,000 | |||
Oregon | 2018 Acquisitions | Partnership | Properties under Development | ||||
Noncontrolling interest | ||||
Gross Consolidated Assets | 6,193,000 | |||
Non-controlling interests | 1,081,000 | |||
Oregon | 2018 Acquisitions | Partnership | ILF | ||||
Noncontrolling interest | ||||
Gross Consolidated Assets | 14,400,000 | |||
Non-controlling interests | 2,857,000 | |||
Wisconsin | 2017 Acquisitions | Partnership | Properties under Development | ||||
Noncontrolling interest | ||||
Gross Consolidated Assets | 19,759,000 | |||
Non-controlling interests | 2,272,000 | |||
South Carolina | 2017 Acquisitions | Partnership | ALF | ||||
Noncontrolling interest | ||||
Gross Consolidated Assets | 11,451,000 | |||
Non-controlling interests | 1,263,000 | |||
110-unit ILF/ALF/MC | Wisconsin | 2017 Acquisitions | ALF/ILF/MC | ||||
Noncontrolling interest | ||||
Investment Commitment | $ 22,471 | |||
Number of beds/units under development | item | 110 | |||
89-unit ILF | 2018 Acquisitions | ILF | ||||
Noncontrolling interest | ||||
Non-controlling interests | $ 2,857,000 | |||
Purchase Price | 14,400,000 | |||
Investment Commitment | $ 11,543,000 | |||
Number of beds/units under development | item | 89 | |||
78-unit ALF/MC | 2018 Acquisitions | ALF and MC | ||||
Noncontrolling interest | ||||
Non-controlling interests | $ 1,081,000 | |||
Purchase Price | 18,108,000 | |||
Investment Commitment | $ 17,027,000 | |||
Number of beds/units under development | item | 78 |
Equity - Class of Stock Discl_2
Equity - Class of Stock Disclosures - Dividends and AOCI (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Dividend Distributions | ||||||
Paid | $ 22,931 | $ 22,578 | ||||
Dividends declared and paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | ||||
Dividends paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | $ 0.57 | |
Common Stock | ||||||
Dividend Distributions | ||||||
Declared | $ 22,931 | $ 22,578 | ||||
Paid | $ 22,931 | $ 22,578 | ||||
Dividends paid per common share (in dollars per share) | $ 0.19 | $ 0.19 | ||||
Common Stock | Subsequent Event | Dividend Payable, April 2019 | ||||||
Dividend Distributions | ||||||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 | |||||
Common Stock | Subsequent Event | Dividend Payable, May 2019 | ||||||
Dividend Distributions | ||||||
Dividends declared and paid per common share (in dollars per share) | 0.19 | |||||
Common Stock | Subsequent Event | Dividend Payable, June 28, 2019 | ||||||
Dividend Distributions | ||||||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 |
Equity - Options (Details)
Equity - Options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock Based Compensation Plans | ||
Stock options granted (in shares) | 0 | 0 |
Options exercised (in shares) | 5,000 | |
Weighted Average Exercise Price (in dollars per share) | $ 24.65 | |
Value of options exercised | $ 123,000 | |
Market value of options on the date of exercise | $ 205,000 | |
Options outstanding at end of the period (in shares) | 20,000 | |
Options exercisable at end of the period (in shares) | 20,000 | |
2015 Plan | ||
Stock Based Compensation Plans | ||
Total shares reserved for issuance of common stock related to the conversion of preferred stock | 1,400,000 |
Equity - Restricted Stock and p
Equity - Restricted Stock and performance-based stock units (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted stock and performance-based stock units | ||
Restricted stock and performance based stock units activity | ||
Outstanding at the beginning of the year (in shares) | 325,750 | 244,181 |
Granted (in shares) | 139,112 | 147,990 |
Vested (in shares) | (117,997) | (61,733) |
Outstanding at the end of the year (in shares) | 346,865 | 330,438 |
Performance-based stock units | ||
Restricted stock and performance based stock units activity | ||
Vested (in shares) | (48,225) |
Equity - Restricted Stock (Deta
Equity - Restricted Stock (Details) - Restricted stock and performance-based stock units - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted stock awards | ||
Number of shares granted | 139,112 | 147,990 |
Compensation expense related to share-based award | $ 1,689,000 | $ 1,376,000 |
Nonvested awards | ||
Remaining compensation expense | 11,808 | |
2019 | ||
Nonvested awards | ||
Remaining compensation expense | 4,655 | |
2020 | ||
Nonvested awards | ||
Remaining compensation expense | 4,461 | |
2021 | ||
Nonvested awards | ||
Remaining compensation expense | 2,503 | |
2022 | ||
Nonvested awards | ||
Remaining compensation expense | $ 189 | |
Grant Date Price $45.76 | Three year vesting | ||
Restricted stock awards | ||
Number of shares granted | 78,276 | |
Granted (in dollars per share) | $ 46.54 | |
Grant Date Price $45.76 | TSR Targets | ||
Restricted stock awards | ||
Number of shares granted | 60,836 | |
Granted (in dollars per share) | $ 46.54 | |
Vesting period | 4 years | |
Grant Date Price $45.76 | Accelerated TSR Targets | ||
Restricted stock awards | ||
Vesting period | 3 years | |
Grant Date Price $38.18 | Three year vesting | ||
Restricted stock awards | ||
Number of shares granted | 81,819 | |
Granted (in dollars per share) | $ 38.18 | |
Grant Date Price $38.18 | TSR Targets | ||
Restricted stock awards | ||
Number of shares granted | 66,171 | |
Granted (in dollars per share) | $ 38.18 | |
Vesting period | 4 years | |
Grant Date Price $38.18 | Accelerated TSR Targets | ||
Restricted stock awards | ||
Vesting period | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Commitments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies | |
Investment Commitment | $ 177,032 |
2019 Funding | 8,977 |
Total Commitments funded | 97,063 |
Remaining commitment | 79,969 |
Real estate properties | |
Commitments and Contingencies | |
Investment Commitment | 77,882 |
2019 Funding | 7,216 |
Total Commitments funded | 53,003 |
Remaining commitment | 24,879 |
Accrued incentives and earn-out liabilities | |
Commitments and Contingencies | |
Investment Commitment | 9,000 |
Remaining commitment | 9,000 |
Mortgage loans | |
Commitments and Contingencies | |
Investment Commitment | 64,200 |
2019 Funding | 1,454 |
Total Commitments funded | 20,045 |
Remaining commitment | 44,155 |
Commitments To Expand and Renovate Properties | |
Commitments and Contingencies | |
Investment Commitment | 35,700 |
Contingent Funding Commitments | |
Commitments and Contingencies | |
Investment Commitment | 28,500 |
Joint venture investments | |
Commitments and Contingencies | |
Investment Commitment | 25,650 |
2019 Funding | 293 |
Total Commitments funded | 23,976 |
Remaining commitment | 1,674 |
Notes receivable | |
Commitments and Contingencies | |
Investment Commitment | 300 |
2019 Funding | 14 |
Total Commitments funded | 39 |
Remaining commitment | $ 261 |
Major Operators (Details)
Major Operators (Details) | 3 Months Ended |
Mar. 31, 2019itemproperty | |
Major Operators | |
Number of major operators | 3 |
Prestige Healthcare | SNF | |
Major Operators | |
Number of beds | property | 24 |
Number of beds/units | 3,010 |
Prestige Healthcare | ALF | |
Major Operators | |
Number of beds/units | 93 |
Senior Lifestyle Corporation | ALF | |
Major Operators | |
Number of beds | property | 23 |
Number of beds/units | 1,457 |
Brookdale Senior Living | ALF | |
Major Operators | |
Number of beds | property | 37 |
Number of beds/units | 1,702 |
Operator Concentration Risk | SNF | |
Major Operators | |
Number of beds | property | 24 |
Number of beds/units | 3,010 |
Operator Concentration Risk | ALF | |
Major Operators | |
Number of beds | property | 60 |
Number of beds/units | 3,252 |
Total Revenue | Operator Concentration Risk | |
Major Operators | |
Concentration risk (as a percent) | 38.90% |
Total Revenue | Operator Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 17.90% |
Total Revenue | Operator Concentration Risk | Senior Lifestyle Corporation | |
Major Operators | |
Concentration risk (as a percent) | 11.60% |
Total Revenue | Operator Concentration Risk | Brookdale Senior Living | |
Major Operators | |
Concentration risk (as a percent) | 9.40% |
Total Assets | Operator Concentration Risk | |
Major Operators | |
Concentration risk (as a percent) | 32.10% |
Total Assets | Credit Concentration Risk | Prestige Healthcare | |
Major Operators | |
Concentration risk (as a percent) | 17.00% |
Total Assets | Credit Concentration Risk | Senior Lifestyle Corporation | |
Major Operators | |
Concentration risk (as a percent) | 10.50% |
Total Assets | Credit Concentration Risk | Brookdale Senior Living | |
Major Operators | |
Concentration risk (as a percent) | 4.60% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Net income | $ 20,427 | $ 30,844 | $ 34,937 | $ 68,936 | $ 20,359 |
Less income allocated to non-controlling interests | (81) | ||||
Less income allocated to participating securities: | |||||
Non-forfeitable dividends on participating securities | (92) | (88) | |||
Net income available to common stockholders | 20,254 | 20,271 | |||
Effect of dilutive securities: | |||||
Participating securities | 92 | ||||
Net income for diluted net income per share | $ 20,346 | $ 20,271 | |||
Reconciliation of shares | |||||
Shares for basic net income per share | 39,532 | 39,451 | |||
Effect of dilutive securities: (Shares) | |||||
Total effect of dilutive securities (in shares) | 342 | 3 | |||
Shares for diluted net income per share | 39,874 | 39,454 | |||
Basic (in dollars per share) | $ 0.51 | $ 0.51 | |||
Diluted (in dollars per share) | $ 0.51 | $ 0.51 | |||
Stock options | |||||
Effect of dilutive securities: (Shares) | |||||
Stock options and performance-based stock units (in shares) | 4 | 3 | |||
Performance-based stock units | |||||
Effect of dilutive securities: (Shares) | |||||
Stock options and performance-based stock units (in shares) | 181 | 0 | |||
Participating Securities | |||||
Effect of dilutive securities: (Shares) | |||||
Participating securities | 157 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | Mar. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item |
Fair value measurements | ||
Mortgage loans receivable | $ 244,314 | $ 242,939 |
Senior unsecured notes, net of debt issue costs | $ 528,900 | $ 533,029 |
Level 3 | Senior Unsecured Notes maturing before 2026 | Discount Rate | ||
Fair value measurements | ||
Future cash outflows discount rate (as a percent) | item | 4.60 | 5.15 |
Level 3 | Senior Unsecured Notes maturing 2026 and after | Discount Rate | ||
Fair value measurements | ||
Future cash outflows discount rate (as a percent) | item | 4.80 | 5.40 |
Level 3 | Mortgage Loans Receivable | Discount Rate | ||
Fair value measurements | ||
Future cash inflows discount rate (as a percent) | item | 9 | 9 |
Carrying Value | ||
Fair value measurements | ||
Mortgage loans receivable | $ 244,314 | $ 242,939 |
Bank borrowings | 146,900 | 112,000 |
Senior unsecured notes, net of debt issue costs | 528,900 | 533,029 |
Fair Value | ||
Fair value measurements | ||
Bank borrowings | 146,900 | 112,000 |
Fair Value | Level 3 | ||
Fair value measurements | ||
Mortgage loans receivable | 297,355 | 295,492 |
Senior unsecured notes, net of debt issue costs | $ 520,343 | $ 508,613 |
Subsequent Events - Equity (Det
Subsequent Events - Equity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Equity | |||
Dividends declared and paid per common share (in dollars per share) | $ 0.57 | $ 0.57 | |
Common Stock | Dividend Payable, April 2019 | Subsequent Event | |||
Equity | |||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 | ||
Common Stock | Dividend Payable, May 2019 | Subsequent Event | |||
Equity | |||
Dividends declared and paid per common share (in dollars per share) | 0.19 | ||
Common Stock | Dividend Payable, June 28, 2019 | Subsequent Event | |||
Equity | |||
Dividends declared and paid per common share (in dollars per share) | $ 0.19 |